The boards of directors of Tullow Oil PLC (“Tullow”) and Capricorn Energy PLC (“Capricorn”) are pleased to announce that they have reached agreement on the terms of a recommended all-share combination of Tullow and Capricorn to create the Combined Group.
It is intended that the Combination will be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act, where Tullow will acquire all of the issued and to be issued Capricorn Shares.
Under the terms of the Combination, each Capricorn Shareholder will be entitled to receive: for each Capricorn Share: 3.8068 New Tullow Shares.
On completion of the Combination, Capricorn Shareholders will hold approximately 47 percent of the Combined Group and Tullow Shareholders will hold approximately 53 per cent of the Combined Group.
The Boards of Tullow and Capricorn believe the Combination has compelling strategic, operational, and financial rationale, with the ability to deliver substantial benefits to shareholders, host nations and other stakeholders.
The Combination represents a unique opportunity to create a leading African energy company, listed in London, with the financial flexibility and human resource capability to access and accelerate near-term organic growth, add new reserves and resources cost-effectively, generate significant future returns for shareholders, and pursue further consolidation.
The Combined Group is committed to building a sustainable future through responsible oil and gas development, in close partnership and collaboration with joint venture partners and host governments.
Source myjoyonline